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August 11, 2012

13Ds are filed with the Securities and Exchange Commission within 10 days of an entity's attaining a greater than 5% position in any class of a company's securities. Subsequent changes in holdings or intentions must be reported in amended filings. This material has been extracted from filings released by the SEC from Aug. 2 through Aug. 8, 2012. Source: InsiderScore.com

Activist Filings

Investor Mark Kaufman sent a letter to the company asking that he be considered to fill a recent vacancy on the board of directors.

In the Aug. 2 letter, Kaufman noted that he had already been nominated for the board, but since there is no date yet for the company's next annual meeting, he wants to fill the vacancy now and join the board sooner. Kaufman previously disclosed owning 7,517,549 shares (9.5% of the total voting) after he bought 100,000 on June 11 at $2.95 apiece.

Carl Icahn's Icahn Associates sent a letter to the board offering to buy the portion of the company that it doesn't already own for $29 a share. Icahn said he was open to negotiating the price, but "in no event would we consider paying more than $30 per share."

Trian Fund Management, which holds a stake jointly with the California State Teachers' Retirement System (CalSTRS), said that it made a presentation to the board.

Trian said that on Aug. 2, it "communicated its views regarding [Ingersoll-Rand's] current business and strategies, Trian's ideas on ways that the Ingersoll-Rand could enhance shareholder value by improving certain key financial, operational, compensation, and corporate-governance metrics, and by implementing various strategic alternatives, including a restructuring or separation of its key business segments into three stand-alone public companies." Trian also said it made suggestions relating to special dividends and increasing share repurchases.

Trian and CalSTRS now own 21,793,168 (7.1%) after CalSTRS bought 4,871 shares from June 25 through Aug. 2 at prices ranging from $39.13 to $42.56. CalSTRS also disclosed selling 37,356 shares on June 22 at prices from $40.19 to $40.21 each.

David Murdock, chairman of the fruit and vegetable company, increased his holdings to 53,017,800 shares (59.6%) by purchasing 1,029,000 shares from July 31 through Aug. 3 at prices from $11.10 to $12.50 apiece.

Starboard Value increased its holdings to 4,820,000 shares (7.6%) after it bought 938,104 in the period from June 4 through Aug. 3 at prices ranging from $17.53 to $19.89. Starboard also disclosed selling 232,604 from June 8 through July 5 at prices from $18.12 to $20.96 each.

Billionaire and Microsoft co-founder Bill Gates increased his holdings to 77,699,060 shares (21.3%) after he purchased 3,652,767 from July 31 through Aug. 2 at prices that ranged from $28.34 to $29.20 apiece. The shares were bought by Gates' personal investment vehicle, Cascade Investments, which holds the bulk of Gates' stake in Republic.

The Bill and Melinda Gates Foundation, over whose holdings Gates has beneficial ownership, also owns a small stake in the solid-waste treatment and services provider.

ValueAct Capital decreased its holdings to 4,780,594 shares (5.7%) of the maker of medical, surgical, and diagnostics devices with its sale of 1,092,345 shares from July 30 through Aug. 1 at prices ranging from $95.50 to $98.43 each.

Bulldog Investors disclosed that it now owns 237,398 shares (16%) of the medical-office and industrial properties real-estate investment trust as a result of its sale of 17,541 shares in the period from June 8 through Aug. 2 at prices ranging from $113.16 to $115.00 each.

Kopp Investment Advisors decreased its holdings in the advancedl voice-network equipment designer and manufacturer to 623,130 shares (2.0%), after it sold 955,121 from July 20 through July 27 at prices of $1.21 to $1.33 each.

Business: Designs and sells polymer products Investor's Average Cost: $6.30 per share Stock-Market Value: $225 million ($8.67 per share) What's Happening: Wynnefield Capital asked the company to fill a board vacancy with a nominee recommended by Wynnefield.

Key Numbers: 2.8 million: the number of LNDC outstanding shares when it went public in 1996 at $12 per share. 25.5 million: the number of outstanding shares today. 10.05%: the percentage of common stock owned by Wynnefield.

Behind the Scenes: Wynnefield Partners has significant experience in activism. However, this is a very "soft" 13D. It is not nominating a competing slate or even a competing director; it is just suggesting Landec appoint a shareholder nominee that it identified. While Wynnefield has not made the nominee's name public, it is likely a woman who is not an industry insider, and who would represent shareholders, but not be affiliated with Wynnefield.

Wynnefield believes its nominee will bring a wealth of experience to the board and that her appointment would demonstrate the board's commitment to both diversity and increasing shareholder value. Wynnefield is a long-term, patient investor and has held this position since 2004.

Landec has been issuing shares to fund operations since it went public. Shareholders hope that it has finally figured out what business it wants to be in and is now on the right track. Wynnefield believes a shareholder representative could help.

As the company's largest long-term shareholder, it and its suggested nominee should be taken seriously in a process that is amicable right now.

-- Kenneth Squire

The 13D Activist Fund, a mutual fund run by an affiliate of the author and not connected to Barron's, has no position in the securities mentioned here. In addition, the author publishes and sells 13D research reports, whose buyers may include representatives of participants in, and targets of, shareholder activism.